H2O Innovation signs definitive agreement to be acquired by Ember alongside IQ, CDPQ and Management

Company

Ember SPV I Purchaser Inc.

Law Firm / Organization
Davies Ward Phillips & Vineberg LLP
Law Firm / Organization
Weil, Gotshal & Manges LLP

Company

Investissement Québec

Law Firm / Organization
Fasken Martineau DuMoulin LLP

Company

Caisse de dépôt et placement du Québec

Law Firm / Organization
Blake, Cassels & Graydon LLP

On October 3, 2023, H2O Innovation Inc. finalized a deal with Ember SPV I Purchaser Inc., controlled by Ember Infrastructure Management, LP, for the acquisition of all its issued and outstanding shares, except those held by key stakeholders, at $4.251 each. This transaction valued H2O Innovation at approximately $395 million. Key highlights included a significant cash premium to shareholders, a unanimous board recommendation, and Ember's commitment to maintaining H2O Innovation's headquarters and key executives in Québec. The agreement included a partnership with Investissement Québec (IQ) and Caisse de dépôt et placement du Québec (CDPQ), leading to a combined 21% equity interest in H2O Innovation post-transaction.

Legal advisors for the transaction were Norton Rose Fulbright Canada LLP for H2O Innovation, Weil, Gotshal & Manges LLP and Davies Ward Phillips & Vineberg LLP for Ember, Fasken Martineau DuMoulin LLP for IQ, and Blake, Cassels & Graydon LLP for CDPQ. Scotiabank served as H2O Innovation's exclusive financial advisor, Desjardins as the independent financial advisor to the Special Committee, and Raymond James as financial advisor to Ember. The arrangement, not requiring a French prospectus, will be executed under the Canada Business Corporations Act and requires court and shareholder approval.

Merger & Acquisition
Other
$ 395,000,000
Closed
08 December 2023